HOSTING AGREEMENT

AppSite Hosting is an operating division of VeriCenter, Inc. providing Dedicating Hosting Services, and all references to AppSite Hosting in this agreement also refer to VeriCenter, Inc. This Hosting Agreement (this "Agreement") governs your purchase and use of all Dedicated Hosting Services (referred to as the "Services"), as described in the Order Form, that you order and AppSite Hosting accepts.

BY CLICKING ON THE "I ACCEPT" BUTTON IN THE CHECKOUT PROCESS, AND/OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. AppSite Hosting may modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon posting of the revisions on the AppSite Hosting Web site (the "Site"). AppSite Hosting will post a notice of modifications to this Agreement on the Site for 30 days. AppSite Hosting may post modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following AppSite Hosting's posting of any modifications constitutes your acceptance of the modifications. IF YOU DO NOT AGREE TO THIS AGREEMENT’S TERMS, DO NOT CLICK THE "I ACCEPT" BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY APPSITE HOSTING OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1.2 BELOW.

1. Term and Payment for Services

	1.1 Term. This Agreement will be for an "Initial Term" of 12 months from the order date or for such longer period as otherwise chosen by you in the Order Form at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term unless you provide AppSite Hosting with notice of termination at least 30 days before the end of the Initial Term or Renewal Term, whichever is then applicable. For customers billed on a monthly basis the Renewal Term will be month to month, and for customers billed on an annual basis, the Renewal Term will be for 12 months. For customers currently within an annual Renewal Term, the Renewal Term will be treated as an Initial Term for purposes of determining the applicable Term. You must provide AppSite Hosting with your notice of termination by clicking on the "Cancel Service" button located in the My AppSite Hosting site. Upon clicking on the "Cancel Service" button, you will be asked to provide AppSite Hosting with sufficient customer identification information so that AppSite Hosting may properly identify you and your account. Any notice of termination will be effective upon AppSite Hosting's receipt of notice.
	1.2 Termination Policy. The customer is obligated to pay for Services through the Initial Term or Renewal Term, whichever is then applicable. You must submit your termination request to AppSite Hosting in the manner described in Section 1.1. AppSite Hosting may terminate this Agreement at any time and for any reason by providing to you 30 days' prior written notice of termination. If AppSite Hosting terminates this Agreement, AppSite Hosting will refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date, unless otherwise expressly provided in this Agreement.
	1.3 Liability and Obligations on Termination. If the Agreement expires or is terminated for any reason, AppSite Hosting is not liable to you because of the expiration or termination for compensation, reimbursement or damages on account of the loss of profits, sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from the termination or expiration. If you terminate this Agreement, AppSite Hosting will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to AppSite Hosting under this Agreement.
	1.4 Charges. You will pay all charges for your use of the Services at the agreed upon prices in the Order Form, which will be exclusive of any applicable taxes. You are responsible for paying all federal, state and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on AppSite Hosting's net income.
	1.5 Payment. You will pay all charges for Services in advance according to the agreed upon price for the Services in the Order Form. You must choose to pay for the Services either by credit card or upon your receipt of an invoice or notice of your invoice posted at https://my.appsitehosting.com. If you choose to pay by credit card, you authorize AppSite Hosting to charge your credit or debit card to pay for any charges that may apply to your account. AppSite Hosting may accumulate any supplemental charges, as described in the Order Form, that you incur in your use of the Services ("Supplemental Charges") until the charges exceed $20 and then charge your card. You must notify AppSite Hosting of any changes to your card account (including applicable account number or cancellation or expiration of the account), your billing address or any information that may prohibit AppSite Hosting from charging your account. If you choose to be invoiced, AppSite Hosting will either send you an invoice for the Services for the period for which you have registered for the Services or a notice that your invoice has been posted at https://my.appsitehosting.com. AppSite Hosting may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You will pay to AppSite Hosting the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within 10 days from the applicable due date for credit card or invoice payments, AppSite Hosting will assess late charges equal to the lesser of 1.5% per month or the maximum allowable under applicable law. Your failure to fully pay any fees and taxes within 10 days after the applicable due date is a material breach of this Agreement, justifying AppSite Hosting in suspending its performance and terminating this Agreement. If AppSite Hosting terminates for your material breach, you must still pay past due fees plus interest and any termination fees. You are responsible for any costs AppSite Hosting incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees. If you reinstate Services, you must pay any fees associated with reinstating Services.

2. Use of Services

	2.1 Applicable Policies and Guidelines. The AppSite Hosting Acceptable Use And Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. AppSite Hosting's Online Privacy Statement governs how AppSite Hosting collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the Online Privacy Statement are posted on AppSite Hosting's Web site Privacy Policy (or such other location as AppSite Hosting may specify) and may be updated from time to time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES. APPSITE HOSTING MAY TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.
	2.2 Material and Product Requirements. You must ensure that all material and data placed on AppSite Hosting's equipment is in a condition that is "server-ready" which is in a form requiring no additional manipulation by AppSite Hosting. AppSite Hosting will make no effort to validate any of this information for content, correctness or usability. If your material is not "server-ready" AppSite Hosting may reject this material. AppSite Hosting will notify you of its refusal of the material and afford you the opportunity to modify the material to satisfy AppSite Hosting's requirements. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the applications installed or the anticipated use and desired content of your Web site. You must have the necessary knowledge to manage your applications or to create or modify a Web site. AppSite Hosting does not provide this knowledge or customer support.
	2.3 Bandwidth and Backup Services. If you use any bandwidth in excess of the agreed upon number of gigabytes per month, AppSite Hosting will assess you with additional charges. If you fail to timely pay these additional charges AppSite Hosting may, in its sole discretion, suspend the Service or terminate this Agreement. If AppSite Hosting elects to take any corrective action, AppSite Hosting will not refund any unused pre-paid fees and you will not be relieved of any termination fees applicable under Section 1.2. Your use of your account and access to it is your responsibility. If you choose not to avail yourself of all of the security services described in Section 2.5, then you will be held solely responsible for any unauthorized access to your account resulting in excess bandwidth charges or incremental backup charges.
	2.4 Domain Names. As part of the Services, you will provide AppSite Hosting with a registered domain name or names.
	2.5 Security. AppSite Hosting offers security services comprised of firewall protection and application of operating system patches as part of its Services. You have the option of declining the protection of either of these services. Regardless of your use of these services and regardless of the fact that AppSite Hosting provides these services, you are solely responsible for any security breaches affecting servers or accounts under your control. If your server or Web site is responsible for or involved in an attack on or unauthorized access into another server or system, AppSite Hosting will shut it down immediately. If you have declined either firewall or patching services, you will pay any charges resulting from the cost to analyze and correct security breaches affecting AppSite Hosting or any of its other customers. AppSite Hosting does not guarantee compatibility of third-party operating system patches applied with any software applications installed on your server. Any disruption of Services caused by the application of third-party patches to the operating system, including loss of data or other consequential damages, are your sole responsibility.
	2.6 Commercial Advertisements via E-Mail or Telephone. You will not use AppSite Hosting services, your account or server to send or facilitate in any way the transmission of unsolicited commercial e-mail or Internet-based telephone calls. AppSite Hosting will enforce substantial penalties, including charging you for related network costs and terminating your account, for violations.

3. Intellectual Property Rights

	3.1 Your License Grant to AppSite Hosting. You grant to AppSite Hosting a non-exclusive, worldwide and royalty-free license for the Initial Term and any Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use your content as necessary for the purposes of performing this Agreement. You expressly: (a) grant to AppSite Hosting a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that this caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights. You also grant AppSite Hosting the right to continuously maintain administrative access to your server through the term of your contract for purposes of performing this Agreement.
	3.2 Your Warranties And Representations to AppSite Hosting. You warrant, represent and covenant to AppSite Hosting that: (a) you are at least 18 years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
	3.3 AppSite Hosting Materials And Intellectual Property. All materials, including any computer software (in object code and source code form), data or information that AppSite Hosting or its suppliers or agents develop or provide under this Agreement, and any know-how, methodologies, equipment or processes AppSite Hosting uses to provide the Services to you, including all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto will remain AppSite Hosting's or its suppliers' sole and exclusive property. AppSite Hosting will also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that AppSite Hosting may assign to you. AppSite Hosting may, in its sole discretion, change or remove any and all IP numbers and addresses.

4. Enforcement

	4.1 Investigation of Violations. AppSite Hosting may investigate any reported violation of this Agreement or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties. AppSite Hosting will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process. AppSite Hosting is only required to suspect (and have a reasonable basis for such suspicion), not prove, violations of this Agreement in order to terminate service.
	4.2 Actions. AppSite Hosting may restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or that potentially violates any laws. If AppSite Hosting becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third-party rights or laws, AppSite Hosting may immediately take corrective action, including: (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on AppSite Hosting's systems, and (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by AppSite Hosting that, in AppSite Hosting's sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes AppSite Hosting to civil or criminal liability or public ridicule. It is AppSite Hosting's policy to terminate repeat infringers. These rights of action, however, do not obligate AppSite Hosting to monitor or exert editorial control over the information made available for distribution via the Services. If AppSite Hosting takes corrective action because of a possible violation, AppSite Hosting will not refund to you any fees you paid in advance of the corrective action.
	4.3 Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect AppSite Hosting's systems and customers, or to ensure the integrity and operation of AppSite Hosting's business and systems, AppSite Hosting may access and disclose any information it considers necessary or appropriate, including user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history and content residing on AppSite Hosting's servers and systems. AppSite Hosting may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators or other appropriate third parties. To the extent any inconsistency exists between any terms of AppSite Hosting's Online Privacy Statement and AppSite Hosting's right to disclose under this section, AppSite Hosting's right to disclose under this section will control.

5. Disclaimed Warranties. AppSite Hosting exercises no control over, and accepts no responsibility for, the content of the information passing through AppSite Hosting's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, APPSITE HOSTING DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

6. Limitation and Exclusion of Liability

6.1 Limitations. IN NO EVENT WILL APPSITE HOSTING OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER APPSITE HOSTING NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO APPSITE HOSTING'S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF APPSITE HOSTING HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF APPSITE HOSTING AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO APPSITE HOSTING UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY APPSITE HOSTING UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE APPSITE HOSTING AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.

6.2 Interruption of Service. AppSite Hosting and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, AppSite Hosting is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including any mechanical, electronic, communications or third-party supplier failure).

7. Indemnification. You release and hold harmless, and agree to indemnify, AppSite Hosting and its affiliates and suppliers (and their respective employees, officers, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by AppSite Hosting or its suppliers, arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your improper or illegal use of the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity).

8. MISCELLANEOUS PROVISIONS

	8.1 Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between you and AppSite Hosting with respect to the subject matter of the Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines.
	8.2 No Fiduciary Relationship; No Third-Party Beneficiaries. AppSite Hosting is not the agent, fiduciary, trustee or other representative of you. Except for the rights of AppSite Hosting's suppliers under sections 6 and 7, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.
	8.3 Amendments. Except as expressly provided in this Agreement, no amendment, change, waiver or discharge of this Agreement is valid unless in writing and signed by the parties.
	8.4 Identification. AppSite Hosting may, free of any obligation to pay compensation, use your name and identify you as an AppSite Hosting client, in advertising, publicity or similar materials distributed or displayed to prospective clients.
	8.5 Choice of Law and Forum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF TEXAS, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS.
	8.6 Compliance With Laws. You will comply with all applicable laws and regulations and will indemnify and save AppSite Hosting harmless from your failure to so comply. AppSite Hosting will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.
	8.7 Non-Assignment. You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without AppSite Hosting's prior written consent. AppSite Hosting may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement is binding on, inure to the benefit of, and is enforceable against the parties and their respective successors and assigns.
	8.8 No Waiver. AppSite Hosting's failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of AppSite Hosting's right to subsequently enforce the provision or any other provisions of this Agreement.
	8.9 Severability. If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications.
	8.10 Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement.
	8.11 Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.